Three Leading Independent Proxy Advisory Firms Now Support Change at Amylin Pharmaceuticals
May 18 2009 - 7:00AM
Business Wire
Eastbourne Capital Management, L.L.C. today announced that Glass
Lewis & Co and PROXY Governance, Inc., both influential
independent proxy voting advisory services, have recommended that
shareholders of Amylin Pharmaceuticals, Inc. (NASDAQ: AMLN) vote on
Eastbourne�s WHITE proxy card and support change to the 12
member Board of Directors at Amylin�s 2009 Annual Meeting of
Shareholders. Eastbourne currently owns approximately 12.5% of
Amylin�s outstanding shares.
Glass Lewis & Co has recommended Amylin shareholders vote
FOR the election of Eastbourne nominees, Dr. Kathleen
Behrens and Jay Sherwood, along with Icahn nominee, Dr. Alex
Denner.
PROXY Governance, Inc. has recommended Amylin shareholders vote
FOR the election of all three Eastbourne nominees, Dr.
Kathleen Behrens, Charles Fleischman and Jay Sherwood, along with
both Icahn nominees, Dr. Alex Denner and Dr. Thomas Deuel.
On Friday, leading independent proxy voting and corporate
governance advisory firm RiskMetrics Group issued its
recommendation that Amylin shareholders vote on Eastbourne�s WHITE
proxy card FOR the election of Eastbourne nominees, Dr.
Kathleen Behrens and Charles Fleischman, along with Icahn nominee,
Dr. Alex Denner.
Richard J. Barry, Eastbourne Founder and Portfolio Manager,
commented, �Three influential proxy voting advisory services, after
thorough analysis and discussion with both nominating shareholders
and Amylin, have independently come to the same conclusion that
Amylin will benefit from new leadership to oversee the company�s
efforts to become a successful commercial enterprise. They all
agree that a fresh perspective is needed to address the Company�s
current issues and position it to take advantage of the tremendous
opportunities in Amylin�s R&D pipeline.�
Added Barry, �It is disappointing that rather than welcoming the
benefits of change, the incumbents have chosen to continue a costly
election contest and draw resources away from addressing the issues
facing the company. The significant change recommended by three
proxy advisory firms will add needed skills and independence to the
Board and help the company to move beyond past failures and to
refocus the company�s commercial strategy and reassess Amylin�s
future prospects. We urge Amylin shareholders to vote for all three
of our nominees � Dr. Kathleen Behrens, Charles Fleischman and Jay
Sherwood �on Eastbourne�s WHITE proxy card today.�
Eastbourne highlighted that Glass Lewis & Co, in its
analysis, noted:
- �[W]e believe that Icahn
Partners and Eastbourne have successfully shown that there are
serious problems at Amylin. The Company has missed its earnings
projections in each of the prior two years and currently has not
provided earnings guidance for 2009. It also is concerning that the
Company�s SG&A expenses are so high relative to its peers.
Notably, the board does not address this issue in its proxy nor
does it discuss any plans to lower these costs.�
- �In our opinion, these issues
appear to have had an effect on investor�s confidence. Amylin�s
stock price has underperformed its peer and industry indices over
the past three years.�
- �Based on these considerations,
we believe that the current board could benefit from the
participation of new representatives with a fresh perspective. The
participation of outside directors will help ensure that Amylin�s
board addresses the current issues at the Company and positions the
business for the opportunities going forward.�
- �Further, considering the long
term performance troubles, we believe that the additional
participation of a large outside investor could help the board hold
management accountable for it performance. As such, we support the
election of Jay Sherwood, a Managing Director of Eastbourne, to the
Amylin board.�
- �The turn-around plans of Icahn
Partners and Eastbourne are substantially similar, and the presence
of the Dissident nominees, along with the new independent directors
appointed by the board, should go a long way to providing new
oversight to the board and management team.�
Eastbourne highlighted that PROXY Governance, Inc., in its
analysis, noted:
- �Whether shareholder value is
ultimately maximized on a stand-alone basis or through a sale of
the company, it will clearly depend first on [Amylin�s] ability to
realize the potential of the several promising drugs in its
pipeline, of which Exenatide is only one.�
- �If the central issues then are
all about commercialization � and more broadly, the challenge of
evolving from an R&D house to a commercial enterprise � the
evidence of the Byetta launch seems to bear out much of the
dissident critique.�
- �Even if the current structure
of the sales force is the right structure, moreover, the fact that
there have been four significant sales force restructurings over
the past year seems to bear out the dissidents� concern that the
board has been fumbling toward a strategy at the very moment the
company�s commercial efforts should have been hitting their
stride.�
- �The addition of a seasoned
Chief Marketing Officer, as well as two new directors with
pharmaceutical sales and marketing experience, are likely good
actions to have taken � but precisely because they admit, even if
indirectly, that the company is at serious risk of failing in its
transformation to a commercial enterprise.�
- �[T]he dissidents collectively
have considerable skin in the game, with more than a fifth of total
shares outstanding, and meaningful experience in guiding the
transformation of companies into successful commercial
enterprises.�
- �Because we believe the
dissidents have made a compelling argument that the board needs
additional expertise to effectively oversee the company�s
transition into a successful commercial enterprise, we believe
shareholders would be best served by electing the five dissident
nominees to the board.�
Eastbourne urges fellow shareholders to vote their WHITE
proxy card and elect Eastbourne�s director nominees, who are firmly
committed to the future success of Amylin and acting in the best
interests of all shareholders.
Eastbourne is seeking authority to vote for the two Icahn
nominees. Eastbourne is not seeking authority to vote, and will not
vote any WHITE proxy cards, for the following incumbent directors
nominated by the Board of Amylin: Joseph C. Cook, Jr., former CEO
and Amylin�s long-reigning chairman, James N. Wilson, the �lead
independent director,� as well as Steven R. Altman, James R. Gavin
III and Joseph P. Sullivan.
About Eastbourne Capital Management, L.L.C.
Eastbourne Capital Management is a West Coast-based registered
investment advisor that employs an investment philosophy based on
intensive research, a long-term outlook and a belief in working
alongside portfolio companies to enhance shareholder value.
IMPORTANT ADDITIONAL
INFORMATION
Security holders are advised to read the definitive proxy
statement and white proxy card mailed on May 4, 2009, and other
documents related to the solicitation of proxies by Eastbourne
Capital Management, L.L.C., Black Bear Fund I, L.P., Black Bear
Fund II, L.L.C., Black Bear Offshore Master Fund, L.P., Richard J.
Barry, M. Kathleen Behrens, Charles M. Fleischman and Jay Sherwood,
from the shareholders of Amylin Pharmaceuticals for use at the 2009
Annual Meeting of Shareholders of Amylin Pharmaceuticals because
they contain important information. Such materials are, along with
other relevant documents, available at no charge at the Securities
and Exchange Commission�s website at http://www.sec.gov or by
contacting MacKenzie Partners, Inc. by telephone collect at (212)
929-5500, toll-free at 1-800-322-2885 or by e-mail at
amylinproxy@mackenziepartners.com. Information relating to the
participants in such proxy solicitation is contained in
Eastbourne�s definitive proxy statement.
Amylin Pharmaceuticals, Inc. (MM) (NASDAQ:AMLN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Amylin Pharmaceuticals, Inc. (MM) (NASDAQ:AMLN)
Historical Stock Chart
From Jul 2023 to Jul 2024